Reawakened Desires
by SJWLAS
Summary: AU – Spike and Willow meet up with two very interesting women and possibly fall in love. Read more to find out. FanFic told from each characters POV. *Co-Author: Vampkatt*
1. Chapter 1 Hunting Trip

**Setting** – AU – Spike and Willow meet up with two very interesting women and possibly fall in love. Read more to find out. FanFic told from each characters POV.

* * *

Vamps and demons aren't the only ones attracted to the Hellmouth's powers…

"Damn, are all the people in Sunnydale this boring?" Kay said, looking out over the balcony railing at the other occupants of the Bronze. Although there were thirty or more bodies writhing around to the fast tempo of the local band, no one had yet caught her eye, or her attention.

"I thought this was supposed to be such a wild little town, what with the Hellmouth and all. We haven't even seen a fistfight since we got here, much less a Vamp." She threw herself back into the sofa, sulking at the lack of companionship they had found.

"Well, I guess the interesting types don't exactly hang out in the nightclubs, more likely the graveyards, or the slummier parts of town," Valerie drawled from the other end of the couch. Giving her blonde-trimmed front locks a flip back with one finger; she ran her other hand along her friend's shoulder to console her. "I tried to warn you."

"I know, but I just thought…Surely he comes in here at least once in a while. You heard what the demon said as well as I did. He swore that this is where Spike hangs out, right down to the balcony section he usually lurks in." Right now, she was heavily considering calling the bastard back up from hell so she could take out her anger on him firsthand for lying to them.

"Look, Kay, we knew when we invoked Toth that he was a lesser demon, and a weasely little shit at that. We knew it was a long shot and even if we do find him, he might not…." She cut the sentence short at the look on Kay's face, thinking better of once again pissing the younger girl off by not having enough faith in their quest. When they had set is plan into motion, months earlier, it hadn't sounded this hard. Spike was renowned for his many exploits, how tough could it be to track him down, turn him on, and let Kaylee have her way with him?

"Why don't we just head back to the hotel? Have a nice bath, little bit of something from that pizza place down the block, maybe a glass of wine and a cuddle before we turn in?" She felt sure the sooner her friend lost interest in this crazy Vamp hunt, the happier both of them would be. Kay, on the other hand was not convinced.

"We came 300 miles to find him, Val, why in hell are you dragging your feet about this?" Kay didn't look pleased that her girl was willing up give up so easily. The black-haired woman sighed and rose form her seat on the sofa, moving to stand behind the figure leaning on the railing and spread both arms around her slim waist. She brushed hair out of the way and placed a gentle kiss on the side of her neck, dragging the ball of her tongue stud up the length of the younger woman's aorta. Felt the small shiver go through her and smiled to herself. Still got it, girl, she thought. I might have a chance to save this evening yet. Now, if I can just get her to forget about chasing…

"Spike!" Kay practically squealed, wrenching herself from her lover's arms and running to the far end of the balcony. "I knew it! I knew he would show up here eventually if we hung around long enough!" As she jumped up and down excitedly, Valerie dropped her now-empty arms to her sides and hung her head in weary resignation. "Great, just when I'm about to talk some sense into her, the damn Vampire shows himself," she thought, disgusted. She watched as the platinum blonde let the back door of the club close behind him and raised his eyes to the spot where she stood; frowning slightly when he saw it was occupied. She frowned back, hoping against hope that he would find another section of the club to light or even better, turn and leave. No such luck. Instead, he started straight toward them, taking the winding staircase three steps in each long stride. Kay was practically beside herself by the time his wavy blonde locks showed at the top of the stairwell.

"Well ladies, it would seem as though you've found my favorite nest to set up housekeeping in," he rumbled in a low voice as he stopped at the landing, long black coat swirling around his slender legs. "Shame I'm going to have to ask you to leave it now." He crossed his arms over his chest and widened his stance, waiting for the two of them to simply slink away. Kay's face fell and she looked as though someone had just run over her puppy and kept driving without so much as a backward glance. Valerie would have been more than happy to oblige him, had it not been for his rude manner and the look on Kay's face.

"Who the hell do you think you are anyway," she challenged him, unconsciously mimicking his crossed-arm gesture and taking a step closer to his chest. "We were here first, waiting for your sorry ass, might I add." Instantly, she felt herself being jerked backward as Kaylee grabbed the collar of her blouse and yanked.


	2. Chapter 2 Waiting in the Wings

**Setting** – AU – Spike and Willow meet up with two very interesting women and possibly fall in love. Read more to find out. FanFic told from each characters POV.

* * *

An instant gleam of amusement appeared in Spikes piercing blue eyes.

"Well now, that is interesting", he said, in that English drawl of an accent Kaylee had been going on about for weeks.

"You are so dead", Kaylee said to Valerie, with a look that could kill.

"Now now, let's not rush into things. There's plenty of time for killing later, the night is young." Spike retorted, raising an eyebrow for a second, relaxing his stance a bit, and leaning against the railings.

Oh great, thought Val, he's interested.

"So what can I do for you fine ladies?", he said, while taking a cigarette out of a packet from his duster, and then lighting it. Then he added, after a quick long drag, "But I'm not one for patience. So out with it, before I lose mine".

Valerie examined him more closely and thoughtfully. Yeah right, she thought, he so looks like he's not gonna lose it. He don't look that hard to me. Don't know why Kaylee's been fussing so much over meeting him. She noticed a few things, while Kaylee seemed to be gathering her own thoughts on what to say. Yep, she took note – quite tall, and his hair's definitely been bleached one too many times – what the hell do you call that shade anyway? Ok, enough the hair – ok, bodies not too bad, not very muscley, but guess u don't need that when you've got vampire strength. And, ok, yeah, his was pretty nice, easy on the eyes and all. Good cheek bones, the kind you could just…. ok now that won't do, one obsessed with Spike wicca is enough thank you very much!

Valerie looked at Kaylee, who had moved to stand by her side. Yes, Valerie thought, she's definitely hotter than Spike. Oh god, please don't Kaylee!

* * *

"So?" Spike said, with a little forward motion with his head at the two girls.

He was kinda intrigued, but a bit pissed that his favourite spot had been taken when he got here. He'd eyes on him the moment he'd entered The Bronze. He just finished chasing and catching and killing a nasty beastie demon. That took up a few hours of his night, and now he'd just been looking forward to coming up here, and watching the locals dance their sorry arse of a night away.

He studied the taller one first, and took notes – long black hair, dressed all in black, nice outfit, fit perfectly to her slender shape. She was twitching a bit. He wasn't sure if she was twitching because she was slightly insane or excited. He decided it was definitely a bit of both. Yes, I still have it he thought!

He checked over the other girl who was standing next to her. Now she was a whole different kettle of fish. Dark hair, with a blond stripe down one side. Umm nice curves too! She was also dressed all in black like her counterpart. But she was giving of a totally different vibe. He couldn't quite put his finger on it, even thou he was quite good at the whole smelling thing. Electricity was bouncing off the other one in waves, which was quite distracting. He almost wanted to grab her and make her stand still, but he resisted, for the moment. Yes, this luscious curvy one before him, was staring at him with the coldest glare, and she was definitely pissed at something. He sensed a protective vibe emanating of her, for the other one. Interesting, he thought.

"Well, ladies, like I said, my patience is growing thin!", and with that he flicked his cigarette away and stood up from his leaning position.

* * *

Kaylee looked at Valerie, and kinda half smiled. Oh God, thought Valerie, that's her 'Just what I've been waiting for' smile. There's gonna be trouble! Please don't let us die, she thought, as she watched Kaylee take a brave step forward, only inches away from Spike. 


	3. Chapter 3 Further Introductions

**Setting** – AU – Spike and Willow meet up with two very interesting women and possibly fall in love. Read more to find out. FanFic told from each characters POV.

* * *

"Ummmm, Kaylee, is that really the best idea?" Valerie ventured; taking a step toward the two of them. She pulled up short when her companion turned her head and gave her a scathing glare. Though she said nothing aloud, the look said it all. Screw this up for me and I'll have your ass, woman! She turned back to the smirking Vampire without giving the older woman another look.

Valerie started to realize just how serious the situation was. She had known Kay seemed obsessed with meeting this man, but she hadn't taken into account just how things would be when she did. She had figured that at worst, there would be an awkward situation or possibly they might even have to pull a couple of spells out of their proverbial hats to diffuse the problem. Annoyance was beginning to give way to confusion, and worse, a nagging fear that she might lose Kay to this creature.

Spike was leading Kay gently back to the sofa and after she sat, he dropped softly beside her. "So, am I to know just who I'm sharing my perch with tonight?' he purred, tilting his head to one side and giving her a beatific smile. Good Goddess! Valerie thought to herself, rolling her eyes. Did he think that crap would actually work on someone as intelligent as Kaylee?

"It's Kaylee, but my friends call me Kay for short." Lord, Valerie thought, she was practically glowing in the darkened space. Spike raised his platinum head to look her directly in the eyes as if he had heard every word she had just thought.

"And what do your friends call you, Pet?" he wondered aloud, once again flashing that annoying smirk.

"My friends call me Val. You can call me out of here." She made a move to turn and leave the balcony. Instantly, the slender Vampire was blocking her path, one hand on either railing to impede her progress.

"What's the hurry, luv?" he cooed close to her head. "We've not even met properly yet, and already you're trying to make with the big exit." Damn, this was looking up. Most of the females here in Sunny D were either so sodden stupid it would lower your I.Q. level just standing next to them, or raving bitches like that damn Slayer.

He instantly cursed himself for pulling up that mental image. Here he was, in his favorite place in Sunny Hell (well, second favorite place; no matter what town he was in, his bed was always his favorite place!), with two lovely birds, setting himself up for a delicious evening of debauchery. The last thing he needed was to get weepy over that blonde bitch turning him away yet again.

"I don't intend to meet you properly," she snarled. "No reason to, Kay seems happy enough to make your acquaintance for the both of us." She tried to swoop under his leather-clad arm and head down the stairs, only to be enclosed in his embrace and pulled roughly to his chest. He licked his lips and closed his eyes for a short moment before smiling gently at her.

"I think, luv, that you're jealous." He continued to smile, showing perfect white teeth without so much as a bit of fang, and for the first time, Valerie looked into his eyes and saw something she hadn't before. A mischievous twinkle lived there, and she could almost convince herself he was just another man, not one of the creatures she had grown to hate over the last five years.

Before she could collect her thoughts, his head dipped low toward her once again. "No need for jealousy, Sweetheart, there's enough of Spike to go around." He leaned in even further and she felt his lips touch hers, so softly she almost wasn't sure if it had really happened or she had only imagined it. She pulled back, shocked and sputtering.

"Who the hell do you think you are?" said Valerie.

"Why I'm Spike, the Big Bad, but I guess you ladies already know that!" he said with a smirk. He gestured for Valerie to sit down, which she did, but only cos Kay was giving her puppy eyes.

Spike sat down in between them, and wriggled a bit to get comfy. Once he was settled he took out another cigarette and lit it.

Valerie looked Kay, and Kay looked at Valerie, while trying to hide the grin that was tugging at the sides of her mouth to be released.

'Oh God' Valerie thought, 'What the hell have I gotten myself in to?' At the same time she tried to relax a bit, cos she could see that Kay was, more than she should be. But at the same time, she was very aware of the coolness against her right side. A coolness that was radiating from Spike, and sending goosebumps all up her side. This would do no good at all, she hated to think how long they'd be stuck squashed up like this. Not that Kay was bothered with how close she was to Spike, in fact it looked to Valerie like she was leaning into him. And what was with the shade of his hair, she just couldn't get over that one. All I have to do, thought Valerie, is remain calm, and stop staring at his chiselled jaw, and do not look into his eyes. Because, that would be bad.

Kay cleared her throat, and caught Spikes and Valerie's attention. They both looked her way. And Valerie held her breath, praying that Kay wouldn't say the first thing that came into her head. Because, the kind of things that had fallen out of Kay's mouth, had gotten them into trouble many times in the past. Ok, no biggy, 'cos she's like a super wicca, but still.

* * *

Kay was also praying that she wouldn't say something stupid. Especially something that would piss Spike off, 'cos then she'd have to kill him, and she so didn't want to do that. Well, not yet anyway not until they'd had some fun. She wanted Valerie to have fun too, but she could see she was already very uncomfortable sitting that close to Spike. Ah well, she thought, we won't be sitting here for long anyway! And, well, Spike looked happy enough. Well, he would, with two gorgeous gals sitting either side of him. God, she so hoped he couldn't smell her. She knew she was practically drooling over him, from her mouth and down below. She just wished that Valerie would understand. She wanted to share this experience with her so much, if only she'd just stop scowling at me for a minute, and relax.

So, she took a deep breath, and began –

"Well, obviously we know who you are, and you now know who we are", she stammered.

"Yes, and?" Spike questioned while taking another drag of his cigarette, and looked on.

Yes, Kay thought, he really does look amused. Here I am practically squirming with delight in his presence, and he's enjoying every moment of it! Piss! I really do need to calm down or Valerie's gonna have a fit. And, I so can't lose her, 'cos she's my rock.

"So," Kay continued, "We're here", at which point Valerie snorted and retorted "Speak for yourself!".

Kay glared at her, and Valerie shut up, as if she hadn't even spoken at all.

Kay directed her attention back to Spike and looked straight into his piercing blue eyes, and said, "Ok, I'm here, because…."

* * *

Valerie held her breath for the second time in less than five minutes, and prayed yet again to the Goddesses. 'Please, let me wake up. This is so not happening'.

Then Kay said, "Vampire".

Spike blurted out "Tell me something I don't know?" before he could stop himself.

Kay looked bewildered from a second, then shook her head and said, "No down there", and gestured down below to the middle of the dance floor.

Valerie and Spike followed Kay's gaze. "Oh!" said Spike real quiet, then louder, "Well, look at that shirt. I mean, come on, he is so a newbie, fresh right out of the grave he is. Anyone, with half a mind could see that".

"Which is how you spotted him so well!", said Valerie under her breath.

Spike shot her a raised eyebrow. Then Kay got up out of her seat.

Valerie got up too. "Oh no, she said", grabbing her by the elbow. "This is so not a good idea!"

Kay shrugged out of her grip, as Spike stood up. "It's just one little very badly dressed vamp", she said. She started to walk towards the stairs, and said over her shoulder, "Come on, what's the worst that could happen?"

Spike asked, "Umm, what's going on?"

Valerie pursued Kay and started to follow her down the stairs, closely followed by Spike. "Do we not remember the last vamp you tried to dust?" Valerie asked.

Kay stopped and turned around at the bottom of the stairs, while keeping one eye on the badly dressed vamp. "It was fine, I staked him, eventually!"

"No – I ended up on my butt, you ended up on me, and the big fat ugly vamp ended up on you, and then you staked him. And that was after all the pummeling!"

Kay rolled her eyes. "Just need to practice a bit that's all, it will be fine, don't worry!"

* * *

Spike interjected, "Christ, your not a bloody Slayer are you? 'Cos I've had my fill of pissin' slayers to last me a life time!"

Kay gave him a look of disgust, and wrinkled up her nose. "Eww, no!" she replied.

Spike began, "Then what are you…"

At which point Kay turned away, and started to make her way through the crowd. Valerie noticed that the badly dressed vamp, with his equally slutty dressed dancing partner were making there way to the back exit.

"Ok", she said, then heaved a big sigh and started to weave her way though the crowd after Kay.

Spike rolled is eyes, and stood there for a second, not knowing what to do. The night was not at all going as plan. He just wanted an easy life. He hadn't asked for this! To help save the world, that was no biggy, all he did was wear a stupid necklace, and aside from all the pain, it wasn't that bad – it was quite quick. Then, he soddin' well ended up in Captain Foreheads evil law firm. Which he took on the chin, 'cos hey, all souled up and all, he didn't have anything better to do. So, he helped the ponce, he helped save the world yet again. He watched Mr Broody pants slay a dragon, like it was really that hard, he could have done it. And, afterwards, he got so sick of Nancy Boy bragging about it, that he decided to come back to Sunny Hell. No Buffy, but hey, he felt more at home here anyway, so he stuck around.

"Bugger!" he said out loud, raised his chin, grimaced, and made his way through the crowd and after the women.


	4. Chapter 4 The Alley

**Setting** – AU – Spike and Willow meet up with two very interesting women and possibly fall in love. Read more to find out. FanFic told from each characters POV.

* * *

Spike got outside, and followed their scent around the corner, and stopped dead, before he bumped into both of their behinds.

Kay and Valerie turned their heads, and said "Hey", in unison.

"So, how we gonna do this? Stakes or fireballs?" Valerie whispered.

"Fireballs? Ain't that kinda cheating?" Kay replied.

Valerie shrugged a dunno.

"How am I gonna practice if I don't use a stake?" Kay whispered back.

"Ok, will somebody please tell me what the bloody hell is going on? And who are you two?" Spike said a little too loud.

* * *

Kay put a finger to his lips to quieten him, and felt a little jolt of electricity go through her. Spike blinked, and his eyes widened a little. But in a flash, the look was gone so quick, Kay doubted it had even been there in the first place.

They all turned their attention back to the badly dressed vampire in question, who was now beginning to get pretty close to his slutty dressed dancing companion.

Kay bent down and hitched up her long black skirt, so Valerie and Spike could both see up to her thighs. And, she pulled out a stake.

"Jesus", cursed Spike, "Ain't that a bit of a dangerous place to keep one of those?"

"Only if somebody sits on me!", she said with a cheeky grin.

Valerie rolled her eyes!

Kay with her stake in her hand crept forward, with Valerie following wearily behind. Spike had a 'wonder what's gonna happen?' look on his face, and stayed behind Valerie.

Crunch! Kay lifted one of her boot clad feet, as the badly dressed vamp turned and looked right at her. There was a piece of glass under her boot.

"Ooops!" she said.

"Well, Miss Smartass, what now?" Valerie inquired in a voice thick with sarcasm. She crossed her arms across her chest and waited to see what the younger witch would come up with this time. Behind her, Spike let out an exasperated sigh and stepped around the both of them, gently pushing them back into the relative safety of the alley wall.

He met the other Vamp halfway down the alley and stopped his forward momentum with a hand flat to the chest. "I don't think so, Mate," he began. Before he could say another word, the shorter, younger, and much less experienced Vampire spun and kicked Spike in the abdomen, forcing him back a few feet and landing him on his ass.

Spike immediately arched his back and sprung to a standing position, now thoroughly pissed. The other demon tried to work around for another kick, just as Spike took him by the throat and lifted him off the pavement.

"What the bloody hell do you think you're up to?" he growled as he felt his face shift into demon visage. "These birds are with me, and as such, will not be available for your dining pleasure this evening." He shook the body he was holding a bit to push the point home even further.

"Damn, Spike, put me down," he gurgled. Even though there was no need for breathing, it still hurt like hell being manhandled this way.

"So, you know who I am. And you're still stupid enough to attack me?", and growled through gritted teeth.

Kay casually walked up to Spike and handed him her stake.

"Thanks, ooh, and you warmed it up for me, thanks!" he grinned back.

Kay blushed, but stayed by his side. Valerie walked up, and stood next to Kay.

"Spi…," but the vamps words where cut off, as Spike suddenly thrust the stake into his chest.

"There, done and dusted!" he declared, while wiping the dust off his hands.

"So, what shall we do now?" Spike enquired, as he came between Kay and Valerie, and put his arms round both their shoulders.

"Are you always such a show off?" Valerie asked.

"Always, I hate to disappoint," he replied.

And with that, Valerie and Kay walked out of the alley with Spikes arms encircling them both.

* * *

Ok, so this isn't too bad, thought Valerie. It could have gone worse. We didn't get pummeled, bonus, and we didn't get sore arses either.

Spike didn't seem too be that bad at all. What the hell had she been worrying about? Oh yeah, Kay falling in love with him, and them both disappearing into the sunset together, and leaving her all alone!


	5. Chapter 5 What's the Plan?

**Setting** – AU – Spike and Willow meet up with two very interesting women and possibly fall in love. Read more to find out. FanFic told from each characters POV.

* * *

"So, where have you two been staying while you were waiting for old Spike to appear?" the object of Kay's affections asked as the three of them strode down the alley.

"That God-awful no tell motel out on the highway," Valerie said in a disgusted voice. "Why in hell when Wolfram and Hart rebuilt Sunny D, did they put crap like that back in?"

"Well luv, they didn't so much rebuild," Spike mumbled around the cigarette in his mouth, "as just re corporealized it. Damn thing is exactly like it was before, dumps and all." He gazed around, blowing a smoke ring which hovered for a moment around his head before dissipating. "Right down to the bloody Slayer's house and Rupert's damn Magic Box. Scary the crap that Evil-ass law firm pulls off when they have a business interest at stake." He slid his arm back around the raven haired woman's waist, pulling her inward for warmth to his right side even as he did the same to Kay to heat his left.

They were quickly coming back to the parking lot where the ancient car they had made the trip from Sacramento sat, waiting like a loyal dog to carry them back to their cheap lodgings. As they neared the car, Valerie gently removed herself from the wiry Vampire's grasp. She still didn't trust him, knowing what he was, but he had saved them back there, and she felt she at least owed him a debt of gratitude for that. She quickly unlocked the front door and clicked the button up on the other side, leaning into the car to reach it.

"Nice," Spike commented as he watched her stretch across the span of front seat. She realized what he was talking about and pulled herself back out of the car.

"You know, I've had just about enough of you," she snarled at him.

"I haven't," Kay grinned, still firmly attached to Spike's left hip. He grinned back and bent his head to place a tender kiss on her cherry-red lips, lingering just a little longer than Valerie cared to see.

"Ooo, yummy," Spike cooed, hugging her even tighter to his body. "A fellow could get used to a sweet girl like you, Pet." He turned to the other woman and asked, "So then, you're leaving so early?" His bottom lip pushed out just slightly in a sexy pout and he cocked his head in what he hoped was an adorable gesture. In spite of herself, Valerie was getting to like his cocky manner and flirtatiousness. It had been a long while since anyone other than Kaylee had shown any interest in her, not that she was complaining. Still, he did save our butts, she thought, I guess the least we can do is spend a little time with him. Have a couple of drinks, let Kaylee make out with him a little while and send him on his way. Then maybe she would get over this fixation and they could go home, getting life back to normal. Kaylee looked around Spike, nodding happily and looking hopefully at her girlfriend. 'Geez, pitiful puppy much?' Valerie thought to herself. When this is all over and we get away from here, that girl owes me big time!

"What exactly did you have in mind?" she asked Spike. He managed to tear his gaze away from Kay and look at her.

"Well, my plan when I came here tonight was to lurk about the balcony, drink myself daft, and then drag my drunken arse back to the crypt to sleep it off. 'Course, there are much more pleasurable ways to while away the evening, if you ladies are interested."

As he said the last words, he raised one eyebrow in a knowing gesture to the brunette and let the tip of his tongue slither ever so slightly out onto his bottom lip and moisten it, a promise of things to come.

Valerie rolled her eyes, she was beginning to realize that she was doing that a lot lately. But she couldn't help but watch Spikes tongue, as he moistened his lip. She briefly wondered what he would taste like, then she shook it off. She'd already come as close to Spikes lips as she dared once already that night. "Well, are you two getting in or not? Or are you gonna just make moon eyes at each other?" she demanded with frustration. " 'Cos my tits are cold!". And with that said, Valerie got in the drivers side and gunned the engine.

* * *

Kay got in the passenger side first, and Spike followed. Luckily the car was one of those wide jobbies, or they'd never have all fit in the front together. Though Spike was sure he would have found a way for them all to fit in the front. Yes, Kay could have sat on his lap. Now that would have been fun, he thought to himself, and was instantly wishing the car wasn't as roomy as it was.

Valerie looked at both of them in turn.

"Well, I thought you wanted to go. What's the problem?" asked Spike.

"Belts", replied Valerie through tight lips, trying to not let a mischievous grin escape.

"She's a safety girl" Kay told Spike, while putting her own belt on. Spike complied, much to Valerie's surprise. Now it was Valerie's turn to raise a questioning eyebrow. Spike shrugged, "Your car, your rules, I ain't gonna argue".

"Good" said Valerie, and sped off with a squeal from the tires.

"Bloody hell", cursed Spike, grabbing Kay's left thigh and squeezing a bit hard.

"And that's why we have to wear our belts!" giggled Kay.

* * *

Spike relaxed his grip on Kay's thigh a little, but much to Valerie's disapproval, he left it there never the less.

"'So ok, I like my ladies fast!" he grinned, with a wink, and started nuzzling into Kay's neck.

"Are you going to do that all the way there?" Valerie drawled, obviously posing the question to Spike.

"Maybe, depends how far 'there' is". Well, that's what Valerie thought he said. It was hard to tell, what with the mumblings and all. 'That's my neck', she thought. Enough of that, she turned her attention to the road. After all, she didn't really want them to end up having to thank her for making them put their belts on, 'cos she new if she wasn't careful she was gonna end crashing this heap of junk. She really wished the seats weren't so goddamn wide. That way Kay's precious Spike would have had to sit in the back then!

Spike detached himself briefly from Kay's neck and broke the silence, "So, where we off to then?", then resumed his neck nibbling task before even waiting for a reply.

"You'll see," said Valerie, with a mischievous grin that neither of the other two could see.

And Valerie knew exactly where she was going. She'd driven by the place earlier, while Kay was out making rounds at the local demon bars, looking for any word on Spike.

So she headed there now, going as fast as she dared, without drawing any attention to her car. But, she just had to make one stop on the way first. For what seemed like the longest fifteen minutes, Valerie finally pulled up at their first destination. She got out the car, then poked her head back inside the drivers window. "I'll be back in a few…nevermind", she finished. She walked the length of the forecourt and stepped inside the convenience store that said it was open twenty-four hours. She breathed a sigh of relief, and was grateful for the radio tunes that were coming from inside the store. She would have popped if she'd have had to listen to anymore kissy and nibbles sounds. Of all the nerve, to just sit there with his lips on my woman, not that she minded. But, that wasn't the point. She had to drive, and she wasn't getting any nibbles or kisses on her lonely neck! When her thoughts started to take that kind of turn, a slow shivering tingle began to work its way up from the base of her spine all the way the top. God damn goosebumps again, she thought. God, what is it with that hunky vamp. God, now she was beginning to lose it, she was calling him hunky. No, no, no, not good, she scolded herself.

Maybe they were under a spell, she considered, as she wandered round the store, hoping that she'd see any yummies that she fancied nibbling on herself. Yes, that was it, we were both under some kind of Spike chiseled jaw and cheekbone loving spell! She was so deep in her thoughts, that she didn't even see the red head in front of her, until it was too late.

"Oh, sorry!" Valerie said, after she bumped into the slender young beauty that was standing in her path.

"That's ok!" the red head stammered, "I wasn't looking where I was going either, not that I'm saying you weren't looking where you were going, because I wouldn't know, 'cos I wasn't looking where….," and the red head trailed off, clearly embarrassed.

And, blushing from head to neck, Valerie observed, and probably blushing a lot further down too she thought. Valerie just beamed back, 'cos she suddenly had an idea!


	6. Chapter 6 The Plan

**Setting** – AU – Spike and Willow meet up with two very interesting women and possibly fall in love. Read more to find out. FanFic told from each characters POV.

* * *

"Not at all," Valerie sighed smoothly to the girl. Glancing down at her hands, she noticed the small collection of items headed toward the counter. Whipped cream in a can, small bottle of chocolate syrup, jar of maraschino cherries, cupcake sprinkles, and most confusing, a pint of ripe red raspberries.

"Having an ice cream social, are we, Dear?" she cooed. "You seem to have forgotten the ice cream." She watched with amusement as the red colour turned absolutely scarlet and spread over the slim girl's entire face once again.

"I um, well, that is to say…" she stammered , eyes rolling from side to side as she frantically searched for some explanation, any explanation for the items in her basket. Finding none, she simply settled for a sheepish grin at the brunette.

"S'ok, I was just joking," Valerie said to the girl. "Didn't mean to fluster you and all." She noted with appreciation how much cuter the girl was when she grinned, rows of perfect little white teeth just showing between the pinkest, softest looking lips she had seen in a long while. It had been so long since she had been with anyone but her darling Kay. Not that she didn't love her; her entire world revolved around the girl who had shown up at precisely the right moment and saved her from the monster that had killed her fiancé last year. They had always had an agreement, if either one wanted to be with someone else, the rule was clear; no lies, no blaming afterward. After all, she was putting up with this Spike situation, wasn't she? If there was one thing she had learned the hard way, it was that sex didn't equal love. You could sleep with a person forever and still not love them. This didn't have to mean anything to her relationship with Kay. Any more than Kay's apparent rendezvous with Spike was going to.

The girl in question was now going back to a more human shade of skin, but dammit, she was still batting those green eyes at Valerie. This one's asking for it, she thought to herself briefly. She smiled and extended a hand toward the other female.

"We haven't even been introduced, I'm Val, short for Valerie," she said, smiling.

"Um, Willow," the redhead offered. "Willow Rosenburg, pleased to meet you." She lowered her head slightly, as if still embarrassed by their collision, her food choices, or both.

"Well, Miss Rosenburg, looks like you came to the store for just about the same items I did. Funny, I had no plans to buy ice cream to put them on either."

She thought briefly about what she had planned to lick them off of. Ummm, whipped cream always tasted so much sweeter when it was slowly licked off Kay's pert little nipples. Damn, sprinkles! Why didn't I ever think of that? And she didn't even let herself think about what she had planned for the cherries and raspberries. Time for that later, she mused, shaking herself out of her little fantasy just as she saw a flash of Spike, naked and writhing on a bed, moaning loudly and begging for release as she and Kay took turns licking the chocolate syrup from the length of his hard, swollen…..Damn! Where the hell did that come from? I really am cracking up, she thought to herself morosely. I have got to get out of this crazy town. Obviously, the Hellmouth did indeed possess the powers to drive people mad that she had heard about.

"So, Miss Willow, let's head to the counter, and after we pay for this, I think I really should offer you a ride home. After all, it's the least I can do after nearly running over you and all." She only hoped the timid redhead didn't notice the Evil smirk she couldn't contain as she gently took the basket and headed toward the cashier.

"Well, you don't have to…I mean, I can walk, it's no big," the younger girl stammered. She was trying to be all proper, but Valerie could tell she was intrigued. If there's one thing I'm good at, she thought to herself, it's reading people. She set the grocery basket on the counter and smiled at the cashier.

"We'll take all this, a two litre of Coke, and two bottles of Jack Daniels, please. She turned and flashed a wicked grin to her new friend as the grey haired lady left to collect the additional items. Willow's eyes opened wider at the request and Valerie could have sworn she heard a quiet gulp. Good, she thought, this one knows exactly what I have in mind and she's not taking off, so obviously, she approves!

The cashier returned with the drinks and Valerie turned her attention back to the matter at hand. She took crumpled bills out of her front jeans pocket and paid for the purchases, ignoring the cashier's snort of disgust at having to iron out the twenties before they would fit into the register. This had better be good, Valerie thought. That was about the last of their cash and this little burg didn't offer many short-term job opportunities to get them home with. She picked up the bag and opened the door for Willow, who was once again starting to look nervous. After a short pause, she looked into Valerie's eyes, and whatever she saw there must have reassured her, because she seemed to relax and left the store with her new acquaintance.

As they walked silently across the parking lot, Valerie could have sworn that her car was gently swaying from side to side. She stopped and cocked her head slightly, waiting to detect movement. There! There it was again! Dammit! She shoved the paper sack roughly toward Willow, not waiting to see whether the redhead caught it or not. Heading toward the car at a dead run, she slid to a stop and wrenched the back door open, half afraid of what she would see there. Instantly, all movement in the car ground to a halt. Curious heads turned to look at her and stopped in mid-motion. Both occupants were fully dressed, sitting on opposite sides of the backseat, and……..hand wrestling? What the Hell?

"Kay, what the hell are you doing?" Valerie spit out. "Why are you…hand wrestling a Vampire?" Spike started cracking up at her confusion and dropped Kay's hands back to her lap.

"S'ok, luv," he drawled. "We were jus' playin', waitin' for you to get back." A scarred eyebrow shot Heavenward and a sly grin twisted his mouth into an evil testament of what he was thinking. "Why, what did you think we were doing?" she noted with equal parts annoyance and admiration how his crystal blue eyes twinkled in the pale moonlight.

"You know damn well what I thought you were doing, you bastard," she growled, trying to keep her wandering mind on the topic at hand. "Don't try the innocent act with me, I've seen it before and I am completely immune to its charm."

"Right, just like your immune to mine," he purred, getting out of the car to stand beside her. "Don't worry," he whispered in her ear. "I told you there's no need for jealously. I can't wait to wrap my mitts around those soft mounds of yours and warm myself up a bit. I wouldn't start any real fun without both of you there for the ride.

In spite of herself, Valerie felt her knees start to go weak at his suggestion, especially when his tongue snaked out and slid from the lobe of her ear upward, curling all the way around the top and front to make a complete circuit. As his mouth came away, he blew cool breath onto the dampened skin and she felt a shiver go through her entire body, causing her to moan seductively. He smiled to himself and looked up for the first time since exiting the vehicle.


	7. Chapter 7 Old Aquaintances

**Setting** – AU – Spike and Willow meet up with two very interesting women and possibly fall in love. Read more to find out. FanFic told from each characters POV.

* * *

"Well, what have we here? A Scooby in the flesh! So, what are you doing back in this neck of Hell, Little Red?" questioned Spike. 

"What? You're dead!" Willow said in a high pitched voice, with a look of confusion on her face.

Valerie moved closer to Willow, "Actually, I think you'll find the term is undead".

"What? No, I mean. Buffy told me, you died, and burnt up and everything", Willow stammered, looking even more confused.

"Yes, thanks for the reminder, I was there, remember? And, Sunnydale got swallowed up whole in a huge pit, and yet here we all are, right as rain", he retorted with sarcasm and a gesture with his arm.

Spike looked Red up and down, and noticed that she was dressed head to toe in black.

"Are you evil?" Spike and Willow both asked in unison.

"What?" said Willow, crossing her arms in front of her, and Spike said "No!"

"Well, look at your get up, the only time you dress like that is when your all evil and all!" he remarked, making a up and down motion at her clothing.

"Am not!" she said firmly. "Besides, look at my hair, it's red," and tugged on it for emphasis.

"Ok, so not evil then," he said, as he leaned casually back against the car.

"So, what about you then?" Willow asked, taking a few steps closer towards Spike.

"Hey, you know me Red, I've always been bad!" he smirked, and started fishing in his pockets for another cigarette.

"Well, we'll just see about that, shall we?" remarked Willow. As she went to step closer she lifted up her arm, and mumbled a few words under her breath. Her hand started to glow brighter, as she tried to reach out and touch Spike.

Kaylee was quick, and before Willow even had a chance to make contact with Spike, Kaylee had put up a barrier between them. Kaylee glanced at Valerie, "You certainly pick 'em, don't ya Val?". Valerie said nothing, and just watched Spike as he prodded the barrier between them. "Nice!", he remarked. "Thanks", said Kaylee, not taking her eyes off Valerie's new found friend.

* * *

Willow started, "I just want a quick peek to see if he still…." 

"Hey, there'll no peeking of me from you any time soon!" he snapped.

"That's right, that ain't gonna happen, 'cos if anybody is gonna be peeking at Spike here, it's me", explained Kaylee, because she knew exactly what this Willow wanted to peek at! Spike didn't seem to have caught on which was good, and Kaylee didn't want him to know that she knew about his secret either. After all, he was trying to act the all Big Bad, and Kaylee didn't want to burst his bubble just yet. If he wanted to play all macho, then that was just fine by her.

Willow lowered her arm, and Kaylee took it as a sign that she was going to back off. Kaylee lowered the barrier, but never took her eyes off Willow. "I know you mean well", she started, then paused. She had Willows attention, and their eyes were locked. She took a step forward and easily transmitted a few words to Willow, 'He still has it!' she thought . 'Oh', thought Willow back at Kaylee.

This time she spoke aloud, "So, I guess you'll be joining our little party then?"

* * *

"Well, yeah, I guess," replied Willow, glancing in Valerie's direction. 

"Yes, she's coming with us!" said Valerie, giving her meanest stare at Kay. Kay just shrugged a whatever.

"Good, now we've all agreed that they'll be no peeking of Spike here. So, can we just bloody go already?" Spike didn't wait for an answer, he just pulled Kay back into the back seat, and wrapped himself around her.

'Good', thought Valerie, that's them two sorted for the mo. She turned to Willow, "Come on then hun, you can get in the front with me", and opened the passenger side door so Willow could climb in. She picked the grocery bag where Willow had dropped in her 'meeting Spike again confusion', and chucked it in the boot. Then, she climbed into the drivers side, and gunned the engine.

"Don't forget your belt Red," said Spike. But 'cos it was buried somewhere in Kay's neck, it came out like more of a mumble. Valerie adjusted the rear view mirror, so she couldn't see them necking. She blocked out the little giggles and kissy sounds coming from the back seat. She gave Willow a long lustful look from head to toe, as she watched her click her belt into place. Yep, she thought, I definitely need to have me some fun. Willow looked up at her and asked, "So, where are we going then?"


	8. Chapter 8 Gaining Entry

**Setting** – AU – Spike and Willow meet up with two very interesting women and possibly fall in love. Read more to find out. FanFic told from each characters POV.

* * *

"To the movies, of course! Where else do you go on a first date?" Valerie grinned at Willow, swerving the car dangerously into the other lane in the process. She quickly corrected, but not quickly enough to prevent Spike's head from bouncing off the window with a loud thunk.

"Whoa! Careful there Pet," Spike chuckled, rubbing his temple and smiling. "Not everyone in the vehicle is built as tough as me, wouldn't want to end up at the hospital instead of the movies!" Valerie shot him a half pissed look and laughed.

"I know what I'm doing, Fangboy," she told him. She pulled into the parking lot, wincing as the beater gasped and shuttered before dying completely. "Well, I guess we're walking from here," she announced as she removed the seatbelt and opened the car door.

"So, what's the plan then?" Spike wondered aloud as he helped Kay out of the car. Valerie came around the front and opened the door for Willow, who seemed to be a little more relaxed at the thought of seeing a movie instead of spending yet another long night alone. Since she and Kennedy had split the previous year, she just hadn't met anyone who filled that void. Too many nights spent pacing the floor, no one to talk to but herself, had left her hungry for companionship. She didn't resist as Valerie took her hand and led her around the side of the building to the back door. After a glance to each other, Spike and Kay joined hands and followed. They stopped just short of the back exit door, and Valerie turned to face the group.

"Ok, here's how it works, kids. One of us goes in and lets the others in here; it's an oldie, but a classic." Willow's eyes widened. "But, won't we…I mean, aren't we going to get into…"

"Trouble?" Spike offered in an amused voice, raising an eyebrow. "Seems like, Little Red, I remember a time you didn't think twice before jumping into trouble with the Slayer and her boy." Valerie shot a glance at Willow's face, wondering what the story there could be. Somehow, the petite redhead just didn't look like the type to rush headlong into a chess game, much less trouble. She mentally filed away this new bit of information, planning to find out more about this later. For right now…

"I think, Val, you'd be the one to go in first," Spike said with a wry grin. "Somehow, I get the feelin' you've done this kind of thing before." His obvious amusement spread to Valerie and she once again couldn't help but notice just how handsome he was when he was being naughty. Maybe he really is a guy after my own heart, she thought to herself.

"That's the plan, peroxide addict," she quipped, raising a chuckle from the blonde in question. "I assume I can trust you to behave yourself with our girls too while I'm gone?"

"Well, Pet, you know what they say about assumin', makes an ass outa' you and me." He smiled at Kay and Willow, bringing a sly grin from the former and a raging blush from the latter. He pulled them both in close, making a show of protectively placing an arm around each girl and hugging them to his body. Willow looked a bit concerned, but Kaylee positively hummed with joy. Geez, she thought, I knew Spike was going to be fun to cuddle, but now, things were really looking up with the new addition to the team.

Valerie headed off to the front of the cinema, pausing to look back from a few steps away. She turned, and headed off once again with a shake of her head.

"Don't worry so much, Willow," Kay told her new friend, "Val does this kind of thing all the time. Knowing her, she won't even pay for her own ticket. She just loves to bust out the glamour's and do the old Jedi mind trick on people." She grinned at Willow, hoping to allay some of the other girl's fears about getting caught.

At the mention of magic, Spike instantly let go of both girls as if they were drenched in Holy water. "What the hell?" he gasped. "She's a bloody witch? Isn't anybody in this damn town just a bleedin' human anymore?" He stared at Kay, wondering why he couldn't ever find a woman who didn't come with baggage capable of getting his ass into trouble of the mystical kind. First Drucilla comes along, offering to save him from the obscurity he had been born to, and look how that had turned out! Then, the damn Slayer. Yeah, that one had gone South, ending up with him burning like a marshmallow on a stick in the guts of the Hellmouth. He'd seen Little Red's spells go tits up firsthand before and didn't look forward to another round of amnesia.

* * *

Meanwhile, Valerie had just reached the front doors of the Sun Cinema. Opening the double doors, she looked around to see how many people were working. Good, one bored looking cashier selling tickets at the front booth and two more working the concessions. Like candy from a baby, she thought, her confidence level hitching up several notches. Striding up to the ticket booth, she pulled out a charming smile for the blonde teenager sitting behind the glass partition.

"I'm back. Thanks for letting me run to the car." Valerie said breathlessly to her as she swept past.

"Hey! Come back here!" the young cheerleader type sputtered, throwing her paperback romance novel to the countertop and running after the new person on the scene. Valerie pulled up just short of the concession counter, turning to flash the young cashier her most innocent look.

"What's wrong?" she wondered in a confused tone. "You didn't forget me in the five minutes I was gone, did 'ya?" she teased, shooting the widest grin she could manage without bursting into laughter at the girl's distressed expression.

"You didn't buy a ticket, I can't just let you in here without paying," the blonde exclaimed. "I don't know what you're talking about, but you definitely have not been in here." She crossed her arms over her chest, content that she had just stopped a major scam and would be rewarded for her attention to detail.

Valerie looked the girl in the eye and got a firm grip on what she was dealing with. Hmmm, seventeen, drill team member, semi-popular, working here to save money for a car. Well, I was close, she thought, I figured her for a cheerleader, but evidently Sunny D High society had partially overlooked this one.

She summoned energy from the surrounding atmosphere and gave the girl's mind just a little push, a nudge actually, she told herself. This one didn't need much, especially not for something like this. It wasn't like she was trying to convince her to get an A in trigonometry or something, just that she had been a patron of the theatre and had just had to make a run to the car for her jacket. She felt the girl's mind bend almost instantly, not even pausing to ponder the improbability of the situation presented to her. Valerie was almost disappointed. She had expected at least a small modicum of resistance, something to overcome. Instead, her latest conquest smiled and relaxed as though her Grandma had just given her a cookie.

"Oh, of course," she exclaimed. "How did I forget something like that?" She looked confused, not as to whether Valerie was telling the truth, but how the heck she could have forgotten such an obvious thing. Of course, this lady had come to her, complaining about how cold the auditorium was, and wondering if it would be any problem for her to run out to the parking lot to retrieve her jacket from the car.

Smiling, she apologized profusely, "Ma'am, I'm so sorry. I just don't know how I could have mistaken you for anyone else. Please, go right back in and once again, I'm sorry." She went back to her stool, still wondering how she could have been so silly.

Valerie smiled to herself. Well, one down, one to go, she thought. Now, I just have to get past the ticket taker and head to the back door. Damn, what the hell is going on out in the alley, she wondered to herself. I swear, one drop of blood on either of my girls when I open the door, and that cocky Vamp is dust, icy blue eyes or not. She felt a small shudder go through her as she remembered the feel of his soft yet strong lips brushing hers earlier. Man, it would be a damn shame to dust this one before she got to feel more of those lips, she thought. Turning back to the task at hand, she strode up to the ticket stand and smiled at the dark-haired boy standing there. Well, junior; let's see what you've got, she mused, once again breaking out that alluring grin.


	9. Chapter 9 In the Dark

Setting – AU – Spike and Willow meet up with two very interesting women and possibly fall in love

**Setting** – Read more to find out. FanFic told from each characters POV.

**Chapter 9 – In the Dark**

Meanwhile in the alley, things were hotting up between Kay and Spike. They were up against the cinema wall, wrapped in each others arms, in deep kissage mode with full surround sound effects!

Poor Willow had her back to them, with her eyes locked on the exit door, praying for Valerie to hurry up and open it. Then, they would all be able to go in, and then she wouldn't have to hear all the gory slurping noises. She was embarrassed, but mostly she wanted to be making kissy noises of her own! Come on Valerie, she thought.

The exit door opened and Willow breathed a sigh of relief, as Valerie popped her head out with a big grin on her face. Spike and Kay broke apart, and Spike led Kay towards the door pulling her by the hand. "Come on Red", he said over his shoulder, as he went through the door with Kay in tow.

Valerie held the door open for Willow, and waited patiently for her to enter. Willow walked up to Valerie and paused in the middle of the doorway. "You okay?" asked Valerie, with a worried look on her face. Willow leaned in and pressed her body against Valerie's. Valerie held her breath and watched Willows lips as they descended on her own. Willow kissed her hard and slow, then pulled away and rested her head against Valerie's. "Sorry," she said, as she breathed out a wobbly breath, "Guess I kinda felt a bit left out," and pouted as she looked up into Valerie's eyes. Valerie gulped and replied, "No problem," and took hold of Willows hand and led her the rest of the way inside.

"So, what u fancy ladies?" asked Spike with a smirk and a raised eyebrow.

'You,' thought Kay, then guiltily looked over at Valerie.

Valerie was looking at Willow, and then she looked at Spike with a frown on her face, deep in thought.

Willow was looking at Valerie, with a slight blush rising up her neck.

And Spike was thinking that he definitely wouldn't turn down any of the three ladies standing around him. But that was just being greedy, he decided. And said, "Well! Come on, we've already missed the trailers!"

They all stood for a moment staring at the various posters around them.

"That's the film for us!" shouted Valerie, leading Willow by the hand and down the corridor. "What?" asked Willow. "You'll see," she replied.

Spike and Kay followed, hand in hand. "Hey, what about popcorn?" yelled Spike.

"You don't eat!" Valerie shot back over her shoulder.

"Don't tell me, you like sucking the salt off" joked Kay.

"You'd be surprised at how good I am at sucking!" said Spike, pausing to suck on Kay's neck real hard, then carried on walking.

They all filed through the door that Valerie stopped at, and made there way to the back row. Spike and Kay sat down. Valerie led Willow to sit down, four seats away from the already entwined couple.

The titles ran, and Kay shouted out, "The Grudge 2! I'm gonna kill you Val!" and tried to lunge at Valerie, but Spike held her back. "You know the first one freaked me out, it's the only film that's ever freaked me out, and you bring me to see the second one!"

"Oh, take a chill pill and sit down!" replied Valerie, and tried to suppress a series of giggles.

Kay shrugged out of Spikes grip and sat back down.

"S'ok luv, Spike's ere," and wrapped his arms tight around Kay. He felt her relax a little, as she shot a final dirty look at Valerie.

"I don't like scary movies," said Willow, but she soon forgot her worries as Valerie wrapped her arms around her.

All eyes were on the screen as the film began it's chilling music, and its introduction to each of the key characters, that were probably gonna all end up dead. Spike humpfed out loud, and retorted in a sarcastic voice, "You know they're all gonna die, it's so obvious!"

A "Ssshhh!" escaped Valerie's mouth, before she could stop herself.

* * *

Spike glared across at her, though he knew she couldn't see it. He studied Kay, who was fiddling with the bottom of his shirt. Twirling and twisting her fingers in the fabric, as she stared intently at the screen with a worried look on her face. He put his hand over hers to still it, and she looked up at him. He smiled at her, and cupped her chin in his other hand, and brought her in even closer.

Kaylee forgot about the film, as she was pulled against Spike, and as his lips brushed hers, she forgot everything else. She breathed him in, as his lips gently caressed hers, and he slowly slid in his tongue. She tasted him and sucked his tongue in even further. It was a deep slow kiss, and it just kept getting deeper and deeper. Kaylee was falling in fast, and she didn't know if she wanted to get out, let alone be able to.

'God woman,' thought Spike, as another wave shot through him. She was hot, in more ways than one. Every time she sucked on his tongue he got shivers all the way up his spine. He could feel her breathing him in, even though he had no breath to give, and it was making him dizzy. She was making him dizzy, with her probing tongue and the heat from her hands as they explored his chest and under his shirt. He pulled her even closer, crushing him to her as his need for her increased.

* * *

Willow sighed, she could almost hear the tell tale kissy sounds coming from a few seats away. This just won't do, she thought, as she turned to Valerie, and crushed her lips against her own. She pulled Valerie closer and wound her arms round her neck. Valerie responded with the same urgency and wound one hand into Willows hair and pulled her into an even deeper kiss. Lips parted, and tongues touched and probed and caressed and explored new territory. They both shared the desire and they both knew it.

Willows hands stroked and caressed the back of Valerie's neck, as they both got lost in each other.

Valerie moved her free hand to Willows face, stroking the side of it, and moving down to stroke her neck too. She reluctantly broke free of Willows lips and started kissing her neck with the same urgency she had paid to her lips.

Willow was glad to get a breath in, but she was finding it even harder to breath now that Valerie had shifted her attentions elsewhere. Willow was sliding, she didn't know where to, but she knew it was gonna feel really good when she got there.

Valerie continued kissing and nibbling her neck, and listened intently as Willow made little whimpering sounds. She was liking it, and Valerie was pleased. Valerie moved her other hand towards Willows breasts and started stroking her as lightly as she could.

Willows breath hitched and she arched her back towards Valerie without even hesitating. She entwined her own fingers into Valerie's hair and started moving her head down to meet her hand.

Valerie obliged with equal urgency, and started kissing and sucking Willows nipples through the sheer fabric of her top. 'Goddess, I hope Kay's having as much fun as me,' she thought.

* * *

Things were heating up a few seats away too. Kaylee had straddled Spike, and had lifted up his shirt, and was intently sucking on some nipples of her own. Exploring his chest and abs, as she suckled and nipped, as Spike stroked her back up and down, and ran his fingers through her hair.

Spike didn't know how long they'd been sitting there, and he had no intention of leaving anytime soon. He was having the time of his unlife. He was beginning to feel whole again, and he hadn't felt like this in such a long time. Kay was paying so much detailed attention to the front of him, he was even beginning to forget that he had any other body parts. God, if she was this thorough with just his chest, what would she be like with the rest of me, he wondered.


	10. Chapter 10 Movin' On

Setting – AU – Spike and Willow meet up with two very interesting women and possibly fall in love

**Setting** – AU – Read more to find out. FanFic told from each characters POV.

**Chapter 10 – Movin' On**

Spike sat, glaring at the light that was shining in his eyes and making him temporarily blind. "Do you like that hand attached to your arm, mate?" he ground out between his clenched teeth at the round, balding man holding the large flashlight pointed at his face.

Instantly, the light beam was lowered to Spike's chest level, illuminating Kay's guilty expression as she looked away from his nipples, Slowly, she lowered his t-shirt back down over his flat stomach, her huge eyes never leaving the theatre manager's face.

The manager scowled at her, then looked past her and became aware of the second couple farther down the row of seats. Neither woman had noticed the disturbance, so intent were they in their own entertainment. Valerie had slid Willow onto her knees in the floor between her legs, where she was presently sitting, her delicate hands running up the sides of Valerie's thighs as they kissed. Spike's anger at being disturbed turned to amusement when he realized they were completely unaware of the grumpy man's presence. At the moment, Valerie wasn't aware of anyone's presence, either in the darkened auditorium or anywhere else, past the stretch of her own arms. Her hands were firmly entangled in Willow's soft red hair, guiding her head as she kept her lips and tongue captive.

"Ahem," the manager cleared his throat to gain their attention. Several rows ahead, the only other occupants of the theatre turned to see what the interruption was being caused by. The teenage couple a few rows ahead cracked up when they realized the older adults had been caught in the act of making out in public. The manager shot them a disapproving look and they turned back around, sinking down in their seats, still laughing.

At that sound, Valerie looked away from the auburn Wicca, wondering what was causing laughter during this kind of movie. She looked at Kay, still sitting on Spike's lap, and then saw Spike, still firmly gripping Kay's hips with both hands as he smiled at her, his eyes a mixture of sleepy lust and glee.

"Can I help you?" Valerie asked the unamused manager, glaring at Spike and instinctively pulling Willow up and into the circle of her arms protectively. Kay made a move to slide off Spike's lap, only to be pulled more firmly to his chest by his strong arms.

"Shh, hang on, Little One, let your girl there take care of this. I 'av a feeling someone's about to get a new one ripped here." He smiled at her reassuringly and rubbed her back to comfort her as he turned his attention back to the black haired Wicca.

"We don't allow this kind of behaviour in this theatre," the manager announced in a haughty tone to the assembled couples. He had turned off his flashlight, glaring at Spike and Kaylee as he did so. He now stood, hands on hips glaring at Valerie as she gently pushed Willow into the seat beside her and stood to address the interloper.

"What kind of behaviour would that be?" Valerie demanded. "Quietly watching a movie while disturbing no one? Goddess forbid!" She didn't bother trying to keep the anger out of her voice, by now thoroughly pissed at being interrupted in such an intimate situation. Kay cringed but Spike chuckled quietly to himself. Damn, this one was full of fire, he thought. I might have to have some of that for myself. He had always admired women who stood up for themselves and weren't afraid to defend those they cared about. Valerie's protective actions reminded him instantly of his own Mum who had more than once defended him when he had been mercilessly harassed by older, stronger boys in the streets of England. He reluctantly lowered Kay to the seat beside him and rose to join Valerie in her stance against their intrusive visitor.

The manager took a step backward as Spike rose to his full height. While not an overly tall man or visibly muscled under his long leather duster, the expression on Spike's face let their visitor know in no uncertain terms that these women would not be abused or disturbed while he was present to stop it.

"I think," the manager began in a much subdued tone, "that it might be better for everyone involved if the four of you found elsewhere for your…..entertainment." He spat out the last word as if it were a curse. "Our intent here at Sun Cinemas is to provide a setting for customers who wish to view quality movies, not visit a hotel." He glanced uneasily from Valerie to Spike as the blonde narrowed his eyes and tensed as if he were about to spring forward.

"Now just a minute, you little bastard," Spike began. Valerie leaned forward and placed a restraining hand on Spike's leather clad arm, breaking his concentration on the manager. He looked at her, anger flashing in his eyes for a moment, and then he realized she was only trying to diffuse the situation before it got out of control. He relaxed his stance a bit and nodded slightly to her to assure her he understood and would not push any further. While nothing would have given him more satisfaction than pounding the obnoxious little twerp who had temporarily ruined his fun, he realized that the safety of the women with him was more important at the moment. Well, he thought to himself, maybe one thing would have given him more satisfaction, but as long as he was arguing with this ponce, that seemed unlikely.

Better to take these lovely birds somewhere he could have more privacy and space anyway. He motioned to Willow and Kay to rise from their seats. Valerie sneered at the manager as they filed past him, saying nothing.

* * *

"Well, where to now?" Valerie wondered aloud as the four new acquaintances stood around the disabled car in the parking lot. She looked Spike in the eye, waiting for a suggestion from him. Willow looked distinctly uneasy at being out at such a late hour without the protection of metal between her and the creatures she knew occupied Sunnydale in a nightly basis. This was one town where there definitely were things there at night that didn't roam in the daylight hours. Spike put a reassuring hand on her shoulder.

"What's this now, Little Red?" he asked. "I've not seen you afraid to roam Sunny Hell at night for many a year, especially with the kind of power your pretty self wields." Valerie glanced at Kay, her ears pricked at the mention of Willow's powers. Of course, they had both been aware that Willow was a witch from the first moment she had joined the group, but this was the first mention of it aloud.

"Well, it's not so much with the afraidness, Spike," she said softly, glancing at his face. "It's more like, how am I gonna get home? We're quite a way farther from my place than when I started out. I was kinda hoping not to walk like all night, you know?" She shifted uncomfortably from foot to foot, looking around the circle of assembled Wicca's and Vamp.

"Willow, you know, you might be farther from your home, but you are much closer to mine here," Spike drawled, lowering his head and looking up from under his eyelashes at her in a provocative manner.

"Umm I don't know," she replied uncertainly to him.

"Oh, come on," said Valerie, sideling up beside her and placing her arm around her shoulder, "It will be fun!"

"You got that right!" said Spike, with a cheeky grin, and placed his own arm around Kaylee's waist, and started walking in the direction of his crypt.

Valerie and Willow followed closely behind.

* * *

"Are you sure this is okay, I mean going to Spike's? It's not exactly what I had planned. Because I'm so not going to watch them make out all night!" Willow said to Valerie, rolling her eyes.

"It's okay, I'll make sure we have some fun of our own, don't worry," she reassured her, wrapping her arm even tighter round her.

"Come on you two, keep up, 'tis not far now," Spike called over his shoulder.

"Thank goddess, I'm freezing, it's cold out here!" said Kay, snuggling as close as she could without hindering their pace.

"Don't worry pet, I'll soon warm you up once we get there," he replied and planted a kiss on top of Kaylee's head.

"You better!" she retorted, with a cheeky grin.

"Oh, I will!" he said as he playfully bit the side of Kaylee's neck as they walked along.


	11. Chapter 11 The Crypt

Setting – AU – Spike and Willow meet up with two very interesting women and possibly fall in love

**Setting** – AU – Read more to find out. FanFic told from each characters POV.

**Chapter 11 – The Crypt**

After a small trek down the road and through the cemetery, they soon arrived at the door to Spike's crypt.

"Well, come on in, 'snot like you need an invite or anything, is it!" Spike said, while holding the door open for the ladies to walk through.

They all filed into the dark doorway.

"Hang on a mo," said Spike, moving off into the darkness.

They all realized what Spike had gone off to do, after he lit the first few candles. After about thirty candles later, Spike returned to where he'd left the three of them, standing just inside the doorway.

"Oh, you have a tv," observed Willow.

"Well, cause not, couldn't miss an episode of Passi…..I mean they have a really good punk rocker music channel, it's my favourite," added Spike, "So, make yourselves at home," he said, to Willow and Valerie, gesturing towards the armchair in front of the television.

Valerie led Willow by the hand and sat down in the armchair, and pulled Willow down onto her lap and wrapped her arms around her.

Spike sat up on top of one of the stone tombs, and patted next to him for Kaylee to sit down. Kaylee walked over with a dubious look in her eye. "Please tell me there isn't someone dead in that!" she asked Spike.

Spike rolled his eyes, and said in a deadpan voice, "There isn't someone dead in it."

Willow and Valerie didn't believe him, and from the "Urrggh" noise Kaylee made, neither did she.

"Oh, gross Spike!" Kaylee said, with a look of disgust in her voice.

"Hello! We're in a crypt, I have to keep it authentic like, don't I?" he said, standing up and flinging his hands up in the air. "They're just ole bones is all, nothing to worry about," he said in a more gentler voice, and sidled up to Kaylee and took her hand. "There's no bones downstairs," and he put his head to one side and bit his lower lip.

Then, he looked at Willow and Valerie, "There's some blankets over there by the table if you want to wrap up," and gestured across to the other side of the crypt. "Have fun," he said, as he moved across the room, pulled back a big rug, and pulled Kaylee towards a hole in the ground. Spike grabbed one of the bottles of Jack Daniels, from the bag at Willows feet, and headed back towards the hole.

"After you luv," he said as he gestured to Kaylee.

Valerie could see there was the top of a ladder just poking out the top of the hole, and realized that was where he was heading. She watched Kaylee make her way down with a big grin on her face.

"Where are you going?" asked Willow.

Spike paused at the top of the ladder. "To make our own fun!" he said with an equally big grin plastered across his face. Willow and Valerie watched him until his head was out of sight.

"So, now what do we do?" asked Willow, turning a little so she could get a better view of Valerie's face.

Valerie gave her best wicked grin, "So, what's in the bag again Will?" she asked with a raised eyebrow.

* * *

As Spike descended the rest of the way down the ladder, he heard a faint giggle escaping from above from Willow. 'Yep, they'll be just fine,' he thought.

When he reached the bottom, Kaylee was already making her way around the lower level room, and lighting candles as she went. Spike took out his own lighter and helped her light the remainder candles. They met in the middle, at the end of the bed, where a few candles were placed atop a small table.

They both finished lighting the last two candles, and stood facing each other.

"So?" said Kaylee.

"Wanna drink?" asked Spike and held up the bottle of JD.

"Yes please!" answered Kaylee.

Spike rummaged around, and produced two shot glasses, and poured them both a drink. He handed one to Kaylee, and clinked their glasses together, then knocked his straight back in one go.

Kaylee knocked hers back too, with a big gulp, and a "Blleeuughh!" when she was done, and shivered.

Spike led Kaylee to the bed, and they both got comfy, and Spike poured them each another drink. They both knocked them back, and Kaylee let out another "Blleeuughh!" and settled back onto Spikes chest.

"Come on, let's get under. That will help you warm up," suggested Spike.

Kaylee moved off the bed, and Spike pulled back the covers. Spike kicked his boots off, and watched Kaylee as she pulled up her skirt a little and unzipped her boots. She discarded them at the side of the bed, and looked up at Spike as he was undoing his shirt. She continued to watch him as he undone his belt and slid his jeans down, and stepped out of them. Kaylee raised her eyebrows, because he had nothing on underneath. Spike just shrugged with a wicked grin. Kaylee slid her skirt down her thighs and done a little wiggle, so it fell down to the floor. Spike got in the bed, Kaylee followed, and they resumed their previous position. Spike pulled the covers up over them.

"So, you warming up then pet?" he asked, and moved round to tilt Kaylee's chin up, so their lips were only an inch apart.

Kaylee just managed to get out a "Ah-huh," when Spike's lips came into contact with her own.

Spike rolled onto his back, and bought Kaylee with him, so she was on top. She broke away from their kiss, sat up, and flung the covers off her back as she did so.

"Hey, I thought you were cold?" asked Spike, with a frown on his face.

Kaylee placed her hands on his chest and looked him straight in the eyes, raised her eyebrows with a smile, and said, "I'm just warming up." Then, she began her descent down Spikes body. She trailed her hands down his chest, his abs, and his stomach, until her head came level with his cock. Then she placed her hands on either sides of his hips, and lowered her head. Kaylee trailed her tongue all the way from the base of his shaft to the tip. She then ran her tongue all the way round the head, and was rewarded with a low guttural growl escaping from Spikes lips. Kaylee then took the head of his cock in her mouth, and continued to circle the tip with her tongue. She sucked on his throbbing head slowly a few times, then released him. A low rumble came from Spikes lips as Kaylee withdrew.

Kaylee then sucked at the base of his stomach, plating kisses and nibbling, with the occasional lick thrown in for added pleasure. Kaylee worked her way slowly up Spikes stomach, and nipping at the sides of his waist, as she travelled agonizingly slowly up his body. Kaylee reached his abs, and nipped at the taut muscles there. Spike growled again, to Kaylee's delight, but that only made her want to go even slower. She didn't want to miss making contact with any of Spikes flesh.

* * *

Spike was being tortured, but not in the normal 'with pointy objects' way. No, this was much more delicious, and God, blissfully slow. He bloody well wanted her, and God dammit, he wanted her now! But, he didn't move. He was riveted to the spot, taking in every detail of the attention that was being paid to his body. Every kiss, lick, and 'ow' bite, was just pure heaven. He couldn't help but emit a growl, every now and then, from being released. He began to notice, that every time he growled, she seemed to slow her pace even more, making sure she didn't miss out tasting any of him.

He wanted to grab her, and pull her up against him, to meet his lips, and claim her. But, he resisted, he just clenched the bed sheet in his hands, and growled again. He could wait, God, she was taking her sweet time!

She was level with his chest now, and bloody hell, she was sucking and biting on his nipples. She was hungry, and he knew just how to quench her hunger. But first, he had to wait. Wait, while she moved slowly up his neck. Wait, while she sucked and nibbled at the point where his artery was. 'Ow,' that was a hard bite! Wait, while she licked it better. Wait, until her lips came level with his own. Just wait, because he knew that as soon as their lips touched, she would let him claim her.


	12. Chapter 12 Down Below

Setting – AU – Spike and Willow meet up with two very interesting women and possibly fall in love

**Setting** – AU – Read more to find out. FanFic told from each characters POV.

**Chapter 12 – Down Below**

Kaylee ran her tongue across Spike's mouth, and watched him breathe in an unnecessary breath. Spike opened his eyes, and looked straight into Kaylee's. Kaylee's smile grew, as she said quietly, 'It's so pretty,' then she lightly pressed her lips to his, and she shuddered.

Spike deepened the kiss, and pulled Kaylee even closer to him, running his hands through her hair and then down her spine. Spike rolled Kaylee onto her back, pressed his full body against hers and let out a low growl. Spike's hands made there way down to the bottom of Kaylee's top, and she lifted her back up as he pulled it up, momentarily breaking their kiss, so he could lift it over her head. Resuming their kiss, he undid the catch to her bra and helped her shed that aswell. They both shivered as their upper bodies made contact with each others flesh. Kaylee ran her hands down Spike's back to his bottom, which she grasped, pulling him even closer to her, so his erection was firmly pressed against her. Spike let out another low growl and grinded against her, as his urgency to be inside her increased even more. Kaylee lifted her hips slightly, so Spike could remove her knickers, which he discarded over the side of the bed. Kaylee pulled him against her, so they now had full contact, and this time it was Kaylee who let out a guttural groan as the pressure inside her mounted too. Spike found her opening and pushed slowly inside.

Kay let out a gasp at the welcome intrusion. Spike paused, broke their kiss and looked Kaylee straight in the eyes. "You ok?" he asked, with a concerned look on his face.

Kaylee opened her eyes, and looked into Spike's. She could see it there again. She'd already seen it twice already that night. The first time when he had walked up the steps in The Bronze, and he'd looked straight into her eyes. She saw it, and she was so excited when she discovered it. She knew she'd been overjoyed and she'd felt quite giddy. She sensed Spike was trying to be the 'Mr Big Bad' and living up to his reputation, so she'd gone along with it. His cover was nearly blown when that witch had shown up, but luckily Kaylee had been able to link minds with her, to assure her that he still had it. Then, she'd seen it awhile ago, and she'd nearly blown his cover herself by saying something.

She was proud of her little gift of being able to sense and see things like that. And now she used it and focused on what she saw in Spike. It was just a spark, and easily missed if you didn't know what you were looking for. She zoomed in on it and made it even bigger in her minds eye. She was only half right when earlier she'd said it was pretty, because it wasn't just pretty, it was beautiful. All glowing and shimmering, and full of hidden depths and stories of how Spike had lived his life. She caught a few words as they floated by 'William' 'Bloody' Awful' 'Spike' 'William & Spike' intertwined.

"Kaylee?" he asked. Kaylee refocused her eyes, and blinked. With a small smile on her lips, she wrapped her legs around Spike's waist, and pulled him deep into her. Spike's head fell back and she placed one hand on the back of his head, and pulled his mouth to hers.

Spike slowly began to move in and out, finding the rhythm and pace that would make them both last as long as possible.

Spike was moving agonizingly slow. Kaylee knew she'd started the whole slow thing, and now she mentally kicked herself. Not that she didn't feel completely delicious inside, she felt the complete opposite in fact. Yes, it was good, well amazing, and the kissage was great too. But, there was also that need deep inside her, and it needed to rise another level. Kaylee broke their kiss and arched her head back. His name left her lips as she breathed out a ragged breath. "William." Then she found his lips again.

Spike struggled and held onto their kiss. It was all he could do, to stop himself from going over the edge. Hearing his name like that, it was like sweet honey filled music to his ears. He quickened the pace, now unable to hold back any longer.

Kaylee lightly bit and sucked in his bottom lip. "Kaylee," he mumbled, as he began nipping at her neck. "I'm…."

"I know," she replied, as she began to slip over the same edge that Spike was desperately holding on to. "Let go," she breathed. And they did, together.

* * *

To Kaylee it felt like they'd been laying there for hours, still wrapped in each other's arms. Every now and then one of them would say something in a low shocked voice. There was the "Wow," "That was," and a "I know," from both of them, which kept being repeated.

A few minutes of silence passed, after which Spike was the first one to move. He rolled onto his side, propped himself up on one elbow, leaning his head on his hand. With his other hand, he lightly moved a strand of Kaylee's hair off of her face.

"How come you said my name, like that?" he asked.

Kaylee moved her head to look at him. "Well, it is your name right?" Then she said in a more serious voice, "You are Spike, aren't you? I mean, 'cos if not, then I just slept with the wrong vamp!"

Spike chuckled. "Yeah, that's real funny!"

Kaylee grinned. He ran his finger down the side of her face, and said in a quieter voice, "No, that's not what I meant. You called me William, and I just wondered why…," then he looked at her with a pensive expression on his face.

Kaylee looked down. "Sorry, I didn't mean to. It just kinda slipped out, ya know, in the moment and all. It won't happen again," she said. Goddess, she felt stupid, she'd messed up. She'd hurt Spike's feelings, and ruined the happy moment.

Spike tilted her chin up, so he could look into her eyes. "No. S' ok. You just caught me by surprise is all. I liked hearing you say my name. Just don't go calling me it in front of anyone else, ok?" he said, and raised his eyebrows with a smile, and lightly kissed her on the lips.

Kaylee pulled back. "Oh no, 'cos we wouldn't want to ruin your 'Big Bad' image, would we!"

"Damn straight!" he replied, and kissed her again, but more deeply.

Kaylee wrapped her arms around Spike's neck.

A few minutes later Spike broke their kiss reluctantly. "Pretty."

Kaylee opened her eyes and dropped one of her arms. "What?" she asked, with a frown.

"You said pretty," Spike said.

"Did not! We were kissing, and I definitely didn't think it!" Kaylee replied.

Spike rolled his eyes, and bit back a smile. "No, I mean before, earlier. You said, 'It's pretty.' Ya know, before you got all naked." Spike raised one eyebrow.

Kaylee swatted Spike on the arm. 'Shit,' she thought, she was gonna have to 'fess up now.

"So, what did you mean?" asked Spike.

"You're pretty Spike," she replied, biting back a grin.

"Thanks. But you said, 'It's'!" he pointed out.

Kaylee sighed, and took a deep breath, then let it slowly out. "Your soul," she said, and waited for Spike's reaction.

"Oh," he said simply. "How?" he added.

"I don't know. It's just this thing I can do. Kinda a gift I guess. And, well, I saw yours earlier tonight, after you walked up those stairs at The Bronze."

"That's why you were so giddy?" Spike interrupted. "I thought you were slightly insane!" he added, with a cheeky grin.

"Hey!" said Kaylee, and went to hit him on the arm again.

Spike caught her arm, and placed it around his neck. He leant over Kaylee, and stopped short of her mouth. "Hey yourself," he said quietly. Then he paused, and moved his head back a few inches.

"Oh! That's what that thing was back at the car when we first saw Willow," Spike said, suddenly realizing.

Kaylee looked guilty. "Well, yeah. I thought you didn't want any of us to know. And, well Willow was clearly gonna blow your cover. So, I kinda intervened."

"Thank you", said Spike. He bit the bottom of his lip and tilted his head to the side, "Say my name again."

"William," Kaylee said, in a quiet voice.

This time he didn't hesitate when he lowered his head to kiss Kaylee.

After a few minutes their kiss began to slow down. Spike realized that they'd had one hell of a long day and night, and Kaylee was probably tired. Spike opened his eyes, and stopped moving his mouth. He watched Kaylee and she didn't move, she just had a small smile on her lips. Spike ran his hand down Kaylee's front, and stopped at her tummy. He began tracing little patterns on her tummy, as he continued to look at Kaylee' face.

"I guess I'm not exactly what you came looking for, am I?" he said quietly, as he began watching his fingers moving in little designs of their own.

"No," Kaylee breathed. He could tell she was falling asleep. "I found something much better."

Spike stopped tracing patterns, and firmly wrapped his arms around Kaylee. Kaylee snuggled against him, and he listened to her breathing slowing down, as she drifted into sleep.

Spike planted a kiss on top of her head. He was happy, really happy. And, he silently thanked the Gods that he was at no risk of losing his soul in any way what so ever.

There were still a few hours until sunrise, but he didn't care. He closed his eyes, thinking about the woman in his arms, and fell asleep.


	13. Chapter 13 It's A New Day

Setting – AU – Spike and Willow meet up with two very interesting women and possibly fall in love

**Setting** – Read more to find out. FanFic told from each characters POV.

**Chapter 13 – It's a New Day**

Kaylee tried to clear the fog in her head. She tried to think. Ow! There it was again. Ow! And again. She sat up, and put a hand to her head. She tried to open her eyes. Ow!

"Dammit, Val, stop. I'm awake already. Why do you always poke me to wake me up? There are other more nicer ways, ya know." Kaylee opened her eyes and looked at Val, who was sitting on her side of the bed.

"I find it's very effective!" Val said, with a smirk.

"Can you…," Kaylee stopped as Val chucked her bra in her face. "Thanks."

"Welcome. And, why are we whispering?" Val asked.

Kaylee jerked her head towards Spike, "Vampire remember? Those that sleep during the day!"

"Did you wear him out?" Val asked, looking over Spike's exposed chest.

"Hey! Cut that out, right now. You don't see me gawking and eyeing up your new girlfriend!" Kaylee said, trying not to raise her voice.

Valerie just stuck her tongue out. "Can we at least stake him?" Val asked.

"NO!" said Kaylee in a serious whispering tone.

Valerie sighed and got up to help Kaylee retrieve the rest of her clothing. Kaylee put her bra, knickers, and top on. Valerie handed Kaylee her skirt.

"You had a good time right?" asked Kaylee, stepping into her skirt and pulling it up.

"Yes," Val replied with a grin.

"Good," commented Kaylee, zipping up her boots.

Valerie made her way towards the bottom of the ladder and started to climb.

Kaylee looked at Spike, walked over to the bed, lightly kissed him on the lips, then made her own way up the ladder.

Spike opened his eyes and watched as Kaylee's legs disappeared. He smiled to himself, rolled over, and went back to sleep.

* * *

"Hi Willow," Kaylee said, as she climbed out of the hole.

"Hi," Willow said back, from the armchair.

"Goddess, I'm starving!" and Kaylee stretched. "You got that food from last night right?" she asked.

Willow went red, and Valerie stifled a grin.

"Yeah, about that," Valerie began. "We kinda ate it all," and she glanced at Willow.

Willow shifted in her seat. "Sorry!" she said, looking up at Kaylee.

Kaylee rolled her eyes. "You and your food groups," she said at Valerie.

Kaylee made her way towards the door, then said over her shoulder, "Eating out it is then, come on."

Valerie helped Willow out of her seat, and took her hand in her own. Then they both followed Kaylee out the door.

* * *

"What's the time?" asked Kaylee.

Valerie looked at her watch. "7.20," she replied.

Kaylee put 75 cents into the machine at the side of the street. Opened the hatch, and pulled out a newspaper.

Valerie let out an exasperated sigh.

"What?" asked Kaylee.

"Well, you don't just ever read a newspaper. You always get one with something specific in mind, and it's very rarely the same reason twice. Your newspaper reading always leads to something major!" Valerie said.

A small grin appeared on Kaylee's lips. "So, how many strawberries does it take to miss your mouth in order for you to smell like you've bathed in them?" she asked, raising her eyebrows.

Val's face fell, and she said the first thing that came into her head. "Vampire shagger!" she practically shouted.

"Was that supposed to be an insult?" Kaylee asked.

They both laughed.

Kaylee linked arms with Valerie, and they headed towards the doors to the diner.

"You know he has a soul right?" asked Kaylee.

Valerie stopped. "So, it's true then? I mean Willow mentioned it last night, but I didn't believe it. So, you've seen it then?" she asked Kaylee.

"Yeah," breathed out Kaylee.

"Oh, Goddess. Don't start making moon eyes!" Val said sarcastically.

"Hey! I had to watch you making moon eyes with Willow all the way here!" Kaylee retorted.

"Good point. Come on," agreed Val.

They both resumed their walking, and headed through the diner doors. They spotted Willow straight away, sitting in one of the booths. They joined her at the table. Valerie sat next to Willow, and Kaylee sat opposite.

"Cool. You've ordered brekkie!" Valerie said to Willow through a mouthful of toast.

"Thanks," said Kaylee, looking up at Willow. Willow just smiled through her own mouthful.

Kaylee spread open the paper before her, and started flicking through the pages. "So, Willow. You've lived here a while right? So, ya know which are the good parts of town to live?" she asked, and continued her flicking.

Kaylee heard Valerie nearly choke on her juice, and she suppressed a giggle.

"Yep, lived here all my life. So, yeah, I do know the good parts," Willow answered.

"Oh Goddess!" Valerie finally managed to choke out.

Kaylee looked up. "Well, you don't expect us to stay in that flea bitten motel do ya? And, I can't really see you curling up to sleep in Spike's armchair another night," Kaylee pointed out.

"Well, of cause not," Valerie replied.

"Good. That's settled then. I think it's finally time I dug into the ole parents inheritance, don't you!" Kaylee said, and resumed her flicking.

"So, Will, what you got planned for the day?" Valerie asked.

"Well, I have to go and see an Estate Agent at 12 o'clock, but until then I'm free," Willow replied.

Valerie looked at her with interest.

"My friend, she moved to Europe, and she wants to sell her house. And, she's no good with that kind of thing, so that's why I came back. You know, to help and look over all the paperwork and stuff," Willow said.

"Ok. So, you can help us look for a place to stay then?" asked Kaylee. "I'll circle some apartments that sound promising. Then, you can tell me if they're in a good neighborhood. Ok?" asked Kaylee.

"Sure," replied Willow.

Valerie moved to sit by Kaylee, so she could look through the newspaper too.

"So, what are we looking for?" asked Valerie.

"Apartment. Ground floor, or first floor. Two bedrooms. Living room. Kitchen. Bathroom. Oh, and an en suite bathroom. Possible access to a garden of some kind," Kaylee listed off on her fingers.

"Furnished or unfurnished?" Valerie asked.

"Don't matter," Kaylee answered. "But, I don't mind having to pay for the furniture," she added.

Valerie got all excited at the prospect of buying things. "Hey! Can I be the Sugar Mommy? 'Cos ya don't want Spike to know you're loaded right? I mean, he might just use you to buy himself a big screen tv and a new fridge," Valerie pointed out.

Kaylee was thoughtful for a minute. She knew Valerie was partly right, cause she knew she didn't want Spike to stay with her cause she had money. She knew it sounded daft, but she wanted him to stay with her for the right reasons. Yes, it had only been one night, but she might as well prepare. No harm, no foul.

Kaylee began ringing possible apartments. "Yes, you can be the Sugar Mommy," she said to Valerie.

"Oh, goody!" Valerie replied, and gave Kaylee a quick hug.

Kaylee shrugged her off. "Ger roff! I need to look!"

Valerie went back and sat next to Willow.

Kaylee looked up. "Umm Willow. About the whole."

"Yeah, I know! Val's the Sugar Daddy. I won't tell Spike," she said.

"Thanks," replied Kaylee.

"Yeah. Play your cards right, and I might just buy you nice shiny gifts!" Val said, putting her arm round Willow's waist.

Kaylee rolled her eyes. And thought, 'Yeah, and with my cash too!'. Not that she'd mind. She had enough. It had been sitting there in the bank gathering dust since her parents passed away. She didn't dig in to it much. And, now she decided, it was about time she decided to live a little. Which meant she'd have to buy Valerie new wheels too. But, first, they needed to find somewhere to live.


	14. Chapter 14 The Apartment

Setting – AU – Spike and Willow meet up with two very interesting women and possibly fall in love

**Setting** – AU – Read more to find out. FanFic told from each characters POV.

**Chapter 14 – The Apartment**

Four hours and some very tired feet later, the three witches stood inside the empty apartment.

"So, when's everything arriving?" asked Willow.

"The delivery mayhem starts in an hour," answered Kaylee.

"Wow! That quick!" commented Willow.

"Yeah. It's surprising what they'll do, once you flash a Gold Card at 'em!" grinned Valerie.

"I paid extra for quick delivery," Kaylee said, walking over to look out of the window.

"Bragger!" snorted Valerie.

Kaylee turned around. "Val, you wanna go and pick out some paint? All the walls in this place are boring and white," and she gestured around her.

"You trust me to pick out paint?" Valerie asked, with a sceptical look on her face.

"Yeh huh," replied Kaylee.

Valerie snorted again. "More like, 'Sod off! I need time alone to think,' you mean!"

"Well, that too. But, I wanna plan where to put everything too. And, if you stay here, you'll just moan 'cos you're bored," replied Kaylee.

"Ok," said Valerie.

"Yeah, I have to go too. To that appointment," said Willow.

"You're coming back right?" asked Kaylee.

Valerie looked at Willow with a hopeful look in her eyes.

"Yes," Willow answered.

Valerie breathed a sigh of relief.

"Good. I'll see you later then. Thanks for all your help Willow," said Kaylee.

"That's ok. It was fun," replied Willow.

"Come on. I'll walk with you," said Valerie, as they both made their way towards the door.

"Hey wait!" shouted Kaylee.

When Valerie turned around, Kaylee threw a set of keys to her. Which Valerie caught, and stuffed into one of her pockets.

"Thanks. Bye!" said Valerie, and walked out of the door with Willow.

* * *

Valerie put her key in the lock, turned it, opened the door, and walked in. She ground to a halt just inside the door, practically dropping her bag of groceries. She stood stock still, jaw wide open, and took in her surroundings.

"Holy Crap!" Valerie finally managed to get out. She continued to look around, making sure she was in the right apartment. Yes, the bathroom and first bedroom was off to the left. Open plan kitchen directly to the right, then the other bedroom on the right which had the en suite, which she knew she wouldn't be getting. Then, straight in front, the humungous living room. Kaylee popped her head out from the bedroom on the right. 'Yep,' she thought, 'Right apartment!'

"Hey duck!" Kaylee said. She stepped out from the bedroom, which Valerie presumed was hers, and walked into the centre of the apartment. "So, what do you think?" she asked hesitantly.

"What do I think?" Valerie shrieked out. Then stopped, when she saw the nervous look on Kaylee's face.

"It's amazing!" Valerie exclaimed, and bounced up and down on the spot a few times. She put her bag of groceries on the kitchen table, then she calmly looked at Kaylee. "You're……You're just……I've only been gone like only three and a half hours!" she added.

A big cheesy grin spread across her mouth. "Come on," Kaylee said, linking arms with her. "Ya wanna see your room?" and she dragged Valerie towards the bedroom on the left.

* * *

Once Kaylee had finished re-showing Valerie all around the newly furnished apartment, they made their way back to the kitchen.

"So, did you get the paint?" asked Kaylee.

"Do you see the paint?" Valerie answered sarcastically. Then in a less harsh tone, "My Silver Card only persuaded the Sales Person to deliver it within two days, instead of the same day!" Then, she huffed out a breath.

"It's ok. No rush," said Kaylee. Then, she looked at the grocery bag Valerie had left on the table. "Anything in there need to go in the fridge?" she asked.

"Yep, I'll do it," Valerie answered, then began to unpack things out of the bag. Kaylee put the non fridge items away in the cupboards, then sat on the counter and watched Valerie.

Valerie opened the fridge door. "Eeewwww! There's blood in our fridge," Valerie whined.

"It's on a separate shelf. Quit moaning!" replied Kaylee.

Valerie shut the fridge door.

"I thought you were hungry?" asked Kaylee.

"I was. But, not anymore!" retorted Valerie.

Kaylee rolled her eyes. "Do you want me to make you something?" she asked, hopping down off the counter.

"Yes please," replied Valerie.

"Well, I'll put something on for us all then, but it will be awhile," Kaylee said.

"S' ok. I'll wait. I like it when you cook anyway," said Valerie.

Kaylee started getting together a few saucepans, that she'd unpacked earlier. The, started getting things out of the fridge, and setting them on the worktop as she went.

Valerie sat down at the kitchen table, watching Kaylee preparing the various vegetables in front of her. "I like it here," she said.

Kaylee stopped slicing and dicing the vegetables, and turned round to face Valerie. "Yeah, it's nice." Then she turned back and continued her cutting.

"Can I do anything?" asked Valerie, looking around.

"Not unless you wanna go and get Spike for me?" she asked hopefully. "It's nearly sundown," she pointed out.

Valerie sighed. Then started to count off one her fingers as he spoke. "Let's see. One. You've moved us into a lovely apartment. Two. You've furnished said apartment. Three. You unpacked most of said furnishings. Four. You let me pick the paint, and, Five. You're now cooking me dinner. I think I can just about manage to get Blondie for you," she finished.

Kaylee turned around and watched Valerie get up and put on her jacket.

"Thanks. It means a lot," said Kaylee.

"Don't mention it," said Valerie. "And, I mean don't!"

"Ok," chuckled Kaylee. "Be careful!"

"Always." Valerie grabbed her set of keys off the kitchen table and left.


End file.
